波奇宠物美股招股说明书(2025-08-05版)

This prospectus relates to the resale of 1,875,006 Class A ordinary shares (the “Class A ordinary shares”), by the selling shareholders namedelsewhere in this prospectus (“Selling Shareholders”). No Class A ordinary shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Class Aordinary shares by the Selling Shareholders. All net proceeds from the sale of the Class A ordinary shares covered by this prospectus will go to theSelling Shareholders (see “Use of Proceeds”). The Selling Shareholders are offering their securities to further enhance liquidity in the public tradingmarket for our equity securities in the United States. Unlike an initial public offering, any sale by the Selling Shareholders of the ordinary shares is notbeing underwritten by any investment bank. The Selling Shareholders may sell all or a portion of the ordinary shares from time to time in markettransactions through any market on which our Class A ordinary shares are then traded, in negotiated transactions or otherwise, and at prices and onterms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agentor as principal or by a combination of such methods of sale (see “Plan of Distribution”). Our Class A ordinary shares currently trade on the New York Stock Exchange American under the symbol “BQ.” The last reported closingprice of our Class A ordinary shares on August 4, 2025 was $2.55. Neither the United States Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. We are an “emerging growth company,” as defined in Section 2(a) of theSecurities Act, as modified by the Jumpstart Our Business StartupsAct of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to otherpublic companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestationrequirements of Section 404 of theSarbanes-Oxley Actof 2002 (“Sarbanes-Oxley Act”). This prospectus complies with the requirements that apply toan issuer that is an emerging growth company. INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF BOQII HOLDING LIMITED, ACAYMAN ISLANDS HOLDING COMPANY, RATHER THAN SECURITIES OF BOQII HOLDING LIMITED’S SUBSIDIARIES OR THEVARIABLE INTEREST ENTITIES (VIES) THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. OUR OPERATIONS INCHINA ARE CONDUCTED THROUGH OUR PRC SUBSIDIARIES AND THROUGH CONTRACTUAL ARRANGEMENTS WITH THE VIES.THESE CONTRACTUAL ARRANGEMENTS HAVE NOT BEEN TESTED IN COURT. THE VIE STRUCTURE IS USED TO PROVIDEINVESTORS WITH EXPOSURE TO FOREIGN INVESTMENT IN CHINA-BASED COMPANIES WHERE CHINESE LAW PROHIBITSDIRECT FOREIGN INVESTMENT IN THE OPERATING COMPANIES. THIS STRUCTURE INVOLVES UNIQUE RISKS TO INVESTORSAND INVESTORS MAY NEVER HOLD EQUITY INTERESTS IN THE CHINESE OPERATING COMPANIES. CHINESE REGULATORYAUTHORITIESCOULD DISALLOW THIS STRUCTURE,WHICH WOULD LIKELY RESULT IN A MATERIAL CHANGE IN OUROPERATIONS AND/OR A MATERIAL CHANGE IN THE VALUE OF THE SECURITIES WE ARE REGISTERING FOR SALE, INCLUDINGTHAT IT COULD CAUSE THE VALUE OF SUCH SECURITIES TO SIGNIFICANTLY DECLINE OR BECOME WORTHLESS.See “RiskFactors—Risks Related to Doing Business in China.” Boqii Holding Limited is not a Chinese operating company but rather a holding companyincorporated in the Cayman Islands. Because Boqii Holding Limited has no material operations of its own, we conduct all of our operations throughour China, or PRC, and Hong Kong subsidiaries and Variable Interest Entities (“VIEs”). For a description of our corporate structure, see “Our Historyand Corporate Structure.” Unless otherwise stated, as used in this prospectus, the terms “Boqii Holding Limited,” “we,” “us,” “our Company,” and the “Company” referto Boqii Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands; the term the “PRCsubsidiaries” refers to Nanjing Xinmu Information Technology Co., Ltd., Xincheng Information Technology Co., Ltd., Shanghai Yiqin Pets ProductsCo., Ltd., Chengdu Chongaita Information Technology Co., Ltd., and Shanghai Meiyizhi Supply Chain Co., Ltd.,; and “VIEs” refers to Guangcheng(Shanghai) Information Technology Co., Ltd, Nanjing Xingmu Biotechnology Co., Ltd., Suzhou Taicheng Supply Chain Co., Ltd., and SuzhouXingyun Yueming Supply Chain Co., Ltd. The VIEs are consolidated for accounting purposes, but are not entities in which we own equity. The VIEsdo not conduct operations. You are specifically cautioned that there are significant legal and operational risks associated with having substantially all of our operations inChina, including risks related